George Dunbar Jr.

About George W. Dunbar Jr.

George W. Dunbar Jr. is an independent director of Capricor Therapeutics, serving on the Board since November 2013; he is 78 years old as of April 1, 2025 . He holds a B.S. in Electrical Engineering and an MBA from Auburn University; his career spans operating and board roles across diagnostics, specialty pharma, cell therapy and biologics, including leading two IPOs and multiple CEO posts . He is currently Managing Partner of The Dunbar Group, LLC (since 2011), advising healthcare and life sciences companies and investors .

Past Roles

External Roles

Board Governance

• Committee memberships: Audit; Compensation; Nominating and Corporate Governance (not a chair) .
• Independence: Board affirmatively determined Dunbar is independent under Nasdaq standards; all standing committees consisted entirely of independent directors in FY2024 .
• Attendance: In FY2024, the Board met 8 times and took action by unanimous written consent 5 times; all directors except Ms. Es Sabar attended at least 75% of Board and applicable committee meetings—Dunbar met the 75% threshold .
• Executive sessions: Independent directors periodically meet in executive session .

Note: Mr. Collier notified the Company on April 8, 2025, that he will not stand for reelection, implying prospective changes to Nominating & Corporate Governance Committee leadership and composition post‑2025 Annual Meeting .

Fixed Compensation

Program features (non‑employee directors, excluding Executive Chairman):

• Cash fees: Annual cash retainer of $70,000; committee chair/member retainers $7,500–$20,000; both are converted into stock options (i.e., no cash actually paid to non‑employee directors) .
• Expense reimbursement: Reasonable out‑of‑pocket travel for in‑person Board/committee meetings .

2024 Director Compensation (Dunbar)

Performance Compensation

Non‑employee director equity structure:

• Compensation Committee authority: Sole authority to retain/terminate compensation consultants; independence of advisors considered per SEC/Nasdaq rules .
• Risk assessment: Company states compensation programs are not reasonably likely to have a material adverse effect; risk mitigated via mix, amount, controls, Board oversight .

Other Directorships & Interlocks

• Related party transactions: Other than items reported (principally Nippon Shinyaku agreements), no transactions >$120,000 since Jan 1, 2024 in which a related party had a material interest; Board reviews/approves/ratifies related party transactions to prevent conflicts .
• CAPR’s key counterparty: Nippon Shinyaku (shareholder) with commercialization agreements in U.S., Japan (and term sheet for Europe) and milestone economics; not linked to Dunbar in the proxy disclosure .

Expertise & Qualifications

• Industry/operator: Extensive operating leadership across diagnostics, specialty pharma, cell therapy, biologics; led two IPOs .
• Board/finance: Venture partner experience; advisory expertise via The Dunbar Group .
• Education: B.S. Electrical Engineering; MBA (Auburn University) .
• Age/tenure: Age 78 (as of April 1, 2025); CAPR director since 2013 .

Equity Ownership

Snapshot as of March 31, 2025 (per proxy):

Options outstanding (as of Dec 31, 2024):

Early exercise feature: Director options (including Dunbar’s) are subject to early exercise; if exercised prior to vesting, shares become restricted and subject to Company repurchase if service terminates before vesting .

Governance Assessment

• Independence and engagement: Dunbar is affirmed independent; serves on all three key committees (Audit, Compensation, Nominating & Governance), suggesting broad governance engagement and oversight exposure .
• Attendance: Met ≥75% attendance threshold across Board/committee meetings in FY2024, supporting baseline engagement expectations .
• Pay structure alignment: No cash fees; compensation is entirely equity‑based via options (retainer/committee fees converted to options plus annual retention grant), aligning director interests with shareholder value, though vesting is time‑based rather than performance‑based .
• Ownership: Beneficial ownership of 362,760 shares (<1%); meaningful exposure primarily via options, supporting alignment but not concentrated control; options are largely exercisable within 60 days, indicating near‑term liquidity potential .
• Committee dynamics: Not a chair; works under chairs Musket (Audit, Compensation) and Collier (Nominating & Governance). Collier’s decision not to stand for reelection may shift Nominating & Governance leadership, potentially increasing Dunbar’s committee responsibility or altering balance of oversight skills post‑meeting .
• Conflicts/related parties: No Dunbar‑specific related party transactions disclosed; principal related‑party exposure involves Nippon Shinyaku agreements at the issuer level, which the Board oversees under established review protocols—no Dunbar‑linked conflicts identified .

RED FLAGS

• Performance linkage: Director equity appears entirely time‑based; no disclosed performance metrics (e.g., TSR, financial KPIs) tied to director awards, reducing direct pay‑for‑performance sensitivity at the Board level .
• Option‑heavy design: Heavy use of options may incentivize risk‑taking under certain market conditions; the Company asserts compensation programs are not likely to create material adverse risk, but investors should monitor award sizing and dilution given option utilization rates across equity plans .